Auditor Report of Munoth Capital Market Ltd.

Mar 31, 2016

TO THE MEMBERS OF

MUNOTH CAPITAL MARKET LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of MUNOTH CAPITAL MARKET LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and the cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act and the Rules made there under including the accounting and auditing standards and matters which are required to be included in the audit report.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

b) In the case of the Statement of Profit and Loss, of the LOSS for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of Sub-section (11) of Section 143 of the Companies Act, 2013 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that :

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion the aforesaid financial statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure-B.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us, we report that:

a) The Company does not have any pending litigations which would impact its financial position other than those mentioned in notes to accounts.

b) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

c) There were no amounts which were required to be transferred to the Investors Education and Protection Fund by the Company.

The Annexure referred to in paragraph 1 under the ''Report on Other Legal and

Regulatory Requirements'' our report to the members of MUNOTH CAPITAL MARKET

LIMITED, (''the Company'') for the year ended on March 31, 2016. We report that:-

i. a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b) As explained to us, during the year fixed assets have been physically verified by the management at reasonable intervals, no material discrepancies were noticed on such verification.

c) Since the Company does not have any immovable property hence the provisions of clause 3 (i) (c) of the said order is not applicable to the Company

ii. a) As explained to us, the inventories of shares & securities have been kept in dematerialized form and the same has been physically verified by the management at reasonable intervals during the year.

b) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

iii. According to the information and explanations given to us, the Company has given interest free unsecured loan to companies. In the opinion of the management, Subsidiary Companies are not covered in the register maintained under section 189 of the Companies Act, 2013.

a) In our opinion, the other terms and conditions of the above referred interest free loan given by the company, is not prima facie prejudicial to the interest of the Company.

b) According to information and explanations given to us, in respect to such interest free loans given by the company, the same are at repayable on demand and no stipulations have been made regarding repayment of principal amount.

c) As per the information and explanation given to us and on the basis of our verification in our opinion no amount is overdue.

iv. In our opinion and according to information and explanation given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loans, investments , guarantee and security.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits during the year from the public to which the directives issued by the Reserve bank of India and provisions of Sections 73 to 76 and any other relevant provisions of the Act and the Rules framed there under apply hence provisions of Clause 3(v) of the aforesaid Order are not applicable to the Company.

vi. In our opinion and according to the information and explanations given to us maintenance of cost records under sub-section (1) of the Section 148 of the Companies Act, 2013 has not been prescribed by the government.

vii. (a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues with appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the records of the Company examined by us and information and explanations given to us, there were no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess to the extent applicable, which have not been deposited on account of any disputes.

viii. The Company has not borrowed from any financial institution, bank, Government or debenture holders and hence, Provisions of clause 3 (viii) of the aforesaid Order are not applicable to the Company.

ix. The Company has not raised any money by way of initial public offer, further public offer (including debt instruments) and term loans and hence provisions of Clause 3(ix) of the aforesaid Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

xi. The Company has not paid/provided any managerial remuneration in the current year and hence provisions of Clause 3(xi) of the aforesaid Order are not applicable to the Company.

xii. The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to the Company and hence provisions of Clause 3(xii) of the aforesaid Order are not applicable to the Company.

xiii. Based on our audit procedures and according to the information and explanations given to us by the management, the transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable and details have been disclosed in the Financial Statements, etc. as required by the applicable accounting standards.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence provisions of Clause 3(xiv) of the aforesaid Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors or the persons connected with him and hence provisions of Clause 3(xv) of the aforesaid Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

The Annexure referred to in paragraph 2(f) under the ''Report on Other Legal and Regulatory Requirements'' our report to the members of MUNOTH CAPITAL MARKET LIMITED, (''the Company'') for the year ended on March 31, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 ofSection 143 of the Act

We have audited internal financial controls over financial reporting of MUNOTH CAPITAL MARKET LIMITED ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year then ended on that date.

Management''s Responsibility for the Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities includes design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of business, including adherence to Company''s policies, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor''s Responsibility

Our responsibility is to express an opinion on Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (''the Guidance Note'') and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and Guidance note require that we comply with ethical requirements and plan and perform audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedure to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide a reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purpose in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with the generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial control over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For VIJAY R. TATER & CO.

Chartered Accountants

Firm Registration No. 111426W

sd

(Suresh G. Kothari)

Place: Mumbai Partner

Date: 30.05.2016 M.No.47625

Mar 31, 2015

1. We have audited the accompanying financial statements of Munoth
Capital Market Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2015, the Statement of Profit and Loss, and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.

Management's Responsibility for Financial Statements

2. The Management and Board of Directors of the Company are responsible
for the matters stated in Section 134(5) of the Companies Act, 2013
("the Act") with respect to the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 cf the Act, read with
Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility
includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; design,
implementation and maintenance of adequate internal financial controls,
that are operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true end fair view
and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial
statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under. We conducted our
audit in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

4. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view, in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an. opinion on whether the Company has in place an adequate interna!
financial controls system over financial reporting and the operating
effectiveness of such controis. An audit also includes evaluating the
appropriateness of accounting policies used and tne reasonableness of
the accounting estimates made by the Company's management and board of
Directors, as well as evaluating the overall presentation of the
financial statements.

5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to
the explanations given to us the aforesaid financial statements give
the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2015, its profit and its cash flows for the year ended on
that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditors' Report) Order, 2015 (the
"Order"), issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.

8. As required by Section 143 (3) of the Act, we further report that:

(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit;

(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this report are in agreement with the
books of account;

(d) In our opinion, the aforesaid financial statements comply with the
applicable Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014;

On the,basiS Â°f the written representations received from the
directors as on March 31 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.

(f) in our opinion and to the best of our information and according to
the explanations given to us we report as under with respect to the
other matters to be included in the Auditor's Report in accordance with
Rule 11 of the Companies (Audit and Auditors ) Rules, 2014,;

i. The Company does not have any pending litigations which would impact
its financial position.

ii. The Company did not have any long-term contracts including
derivative contracts as such the question of commenting on any material
foreseeable losses does not arise;

iii. There has not been an occasion in case of the company during the
year under report to transfer any sums to the Investor Education and
Protection Fund. The question of delay in transferring such sums does
not arise.

Annexure referred to in Paragraph 7 of our report of even date to the
members of Munoth capital Market Limited on the accounts of the Company
for the year ended 31st March 2015

i. (a) The company has maintained proper records to show full
particulars including quantitative details and situation of its
fixed assets.

(b) As explained to us, during the year fixed assets have been physically
verified by the management at reasonable intervals; no material
discrepancies were noticed on such verification.

ii. (a) As explained to us, the inventories of shares & securities
have been kept in dematerialized form and the same has been physically
verified by the management at reasonable intervals during the year.

(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records,
the Company is generally maintaining proper records of its inventories.
No material discrepancy was noticed on physical verification of stocks
by the management as compared to book records.

iii. According to information and explanation given to us, the Company
has given interest free unsecured loans to its subsidiary company and
proprietary concern of subsidiary company covered in the register
maintained under Section 189 of the Act. The same are receivable on
demand & there is no overdue amount.

iv. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business with regard to purchase of shares & securities, other assets
and for the sale of share & securities and services. Further on the
basis of our examination of the books of records of the company, and
according to the information and explanations given to us, no major
instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.

v. [n our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits during the year
from the public to which the directives issued by the Reserve Bank of
India and the provisions of Sections 73 to 76 and any other relevant
provisions of the Act and the rules framed thereunder apply.

vi. In our opinion and according to the information and explanations
given to us, the Central Government has not prescribed maintenance of
cost records under sub-section (1) of Section 148 of the Act.

vii. (a) According to the information and explanations given to us,
the Company is regular in depositing undisputed statutory dues
including Provident Fund, Employees' State Insurance, Income-tax,
Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value
Added Tax, cess and any other statutory dues with the appropriate
authorities. There are no arrears of outstanding statutory dues as at
the last day of the financial year for a period of more than six months
from the date they became payable.

(b) According to the records of the Company examined by us and
information and explanations given to us, there were no dues of Income
tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty,
Value Added Tax or cess, to the extent applicable,.which have not been
not deposited on account of any dispute.

(c) There has not been an occasion in case of the company during the
year under report to transfer any sums to the Investor Education and
Protection Fund. The question of reporting delay in transferring such
sums does not arise.

viii. The Company has no accumulated losses at the end of the
financial year. The company has not incurred cash losses during the
current financial year and in the immediately preceding financial year.

ix. The Company has not borrowed from any financial institution, bank
or debenture holders. Accordingly, the Paragraph 3 (ix) of the Order
is not applicable to the Company!

x. According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution. Accordingly, the Paragraph 3 (x) of the
Order is not applicable to the Company.

xi. Based on information and explanations given to us, we report that
the company has not raised any term loans during the year.

xii. During the course of our examination of the books of account and
records of the Company, carried out in accordance with generally
accepted auditing practices in India and according to the information
and explanations given to us, we have neither come across any fraud on
or by the Company noticed or reported during the year, nor have we been
informed of such case by management.

For VIJAY R TATER & CO.
Chartered Accountants
FRN: 111426W

Suresh G Kothari
(Partner)
Membership No. : 47625

Place: Mumbai
Date:

Mar 31, 2014

1) We have audited the accompanying financial statements of M/s. Munoth
Capital Market Limited (''the Company''), which comprise the Balance Sheet
as at March 31, 2014, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended and a summary of significant
accounting policies and other explanatory information

2) Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards notified under the Companies Act. 1956 (''the
Act'') read with the General Circular 15 / 2013 dated September. 13 2013
of the Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act. 2013 This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error

3) Our responsibility is to express an opinion on those financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement

4) An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements The
procedures selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting
estimates made by management as well as evaluating the overall
presentation of the financial statements

5) We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis (or our audit opinion.

6) In our opinion and to the best of our information and according to
the explanations given to us the financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014,

b) in the case of the Profit and Loss Account, loss for the year ended
on that date, and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date

7) As required by the Companies (Auditors Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order

8) As required by section 227(3) of the Act, we report that

a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit,

b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books

c) the Balance Sheet. Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.

d) In our opinion the balance sheet statement of profit and loss and
cash flow statement comply with the Accounting Standards notified under
the Companies Act, 1956 ("the Act") read with the General Circular 15 /
2013 dated Septembei.13 2013 of the Ministry of Corporate Affairs in
respect of Section 133 of the Companies Act. 2013.

e) On the basis of written representations received from the directors
as on March 31, 2013 and taken on record by the Board of Directors none
of the directors is disqualified as on March 31, 2014 from being
appointed as a director in terms of clause (g) of subsection (1) of
section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to
the rate at which the cess is to be paid under section 441A of the
Companies Act, 1956 nor has it issued any Rules under the said section
prescribing the manner in which such cess is to be paid no cess is due
and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date
to the members of Munoth Capital Market Limited on the accounts of the
company for the year ended 31" March, 2014.

On the basis of such checks as we considered appropriate and according
to the information and explanation given to us during the course of our
audit, we report that:

1. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets_

(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals: no material discrepancies were
noticed on such verification

(c) In our opinion and according to the information and explanations
given to us, no fixed asset has been disposed during the year and
therefore does not affect the going concern assumption

2 (a) As explained to us, the inventories of shares & securities have
been kept in dematerialized form and the same has been physically
verified by the management at reasonable intervals during the year.

(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business

(c) In our opinion and on the basis of our examination of the records,
the Company is generally maintaining proper records of its inventories.
No material discrepancy was noticed on physical verification of stocks
by the management as compared to book records

3. (a) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
granted interest free unsecured loan to its wholly owned subsidiary and
proprietary concern of its wholly owned subsidiary. In the opinion of
the management, the same is not covered in the register maintained
under section 301 of the Companies Act, 1956. The maximum amount
outstanding during the year was Rs. 373.50 Lac and the year end balance
of such loan was Rs.373.50 Lac.

b) In our opinion, the other terms and conditions of the above interest
free loan granted are not prima facie prejudicial to the interest of
the Company.

(c) The aforesaid interest free loans are repayable on demand.
According to information and explanations given to us, loans granted to
the Companies listed in the register maintained u/s 301 of the Act,
were regular in repaying the principal amounts as stipulated.

(d) According to information and explanations given to us, in respect
to such interest free loans given by the company, the same are
repayable on demand and no stipulations have been made regarding
repayment of principal amount

(e) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not taken loans from companies firms or Whet parties listed in the
register maintained under Section 301 of the Companies Act, 1956 Thus
sub clauses (f) & (g) are not applicable to the company

4 In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories, fixed assets, shares &
securities and other assets and for the sale of shares & securities and
services and payment for expenses During the course of our audit, no
major instance of continuing failure to correct any weaknesses in the
internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, the
particulars of contracts or arrangements referred to in section 301 of
the Act have been entered in the register required to be maintained
under that section.

b) As per information & explanations given to us and in our opinion.
the transaction entered into by the company with parties covered u/s
301 of the Act does not exceeds five lacs rupees in a financial year
therefore requirement of reasonableness of transactions does not
arises.

6 The Company has not accepted any deposits from the public covered
under section 58A and 58AA of the Companies Act. 1956.

7. As per information & explanations given by the management, the
Company has an internal audit system commensurate with its size and the
nature of its business.

8. As per information & explanation given by the management,
maintenance of cost records has not been prescribed by the Central
Government under clause (d) of sub-section (1) of section 209 of the
Act

9. (a) According to the records of the company, undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees'' State - Insurance, Income-tax. Sales-tax. Wealth Tax.
Service Tax. Custom Duty. Excise Duty. cess to the extent applicable
and any other statutory dues have generally been regularly deposited
with the appropriate authorities According to the information and
explanations given to us there were no outstanding statutory dues as on
31m of March, 2014 for a period of more than six months from the date
they became payable

(h) According to the information and explanations given to us, there is
no amounts payable in respect of income lax, wealth tax, service tax,
sales tax, customs duty and excise duty which have not been deposited
on account of any disputes.

10 The Company has no accumulated losses as at 31st March 2014. The
company has not incurred cash loss in the current financial year but
has incurred cash loss in the immediately preceding financial year

11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders

12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit
fund/society. Therefore, the provision of this clause of the Companies
(Auditor''s Report) Order, 2003 (as amended) is not applicable to the
Company.

14 The company has maintained proper records of transactions and
contracts in respect of investments in shares, debentures and other
securities and those timely entries have been made therein. The shares,
debentures and other securities have been held by the company in its
own name except to the extent of the exemption granted under section 49
(4) of the Companies Act, 1956

15. According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution.

16. Based on our audit procedures and on the information given by the
management, we - report that the company has not raised any term bans
during the year.

17. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 31st
March, 2014. We report that no funds raised on short-term basis have
been used for long-term investment by the Company

18. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under
audit.

20. The Company has not raised any money by public issue during the
year

21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor we have been informed
of such case by the management.

For VIJAY R TATER & CO.,
Chartered Accountants
FRN 111426W

Suresh G Kothari
(Partner)
Membership No.: 47625

Place: Mumbai
Date : 30/05/2014

Mar 31, 2013

1) We have audited the accompanying financial statements of M/s. Munoth
Capital Market Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2013, and the Statement of Profit and Loss and
Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

2) Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the - design,implementation and maintenance of internal coiT.ro!
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

3) Our responsibility is to express an opinion onÂ»these financial
statements based on our audit. We conducted our audit, in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

4) An audit involves performing procedures to obtain apdit evidence
about^ the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the
Company''s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the
circumstances. An audit also, includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.

5) We believe that the audit evidence we have obtair.is sufficient
and appropriate to provide a basis for our audit opinion.

6) In our opinion and to the best of our information and according to
the explanations given to us, the financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;

b) in the case of the Profit and Loss Account, loss for the year ended
on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

7) As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by .the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.

8) As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards referred to in
subsection (3C) of section 211 of the Companies Act. 1956;

e) On the basis of written representations received from the directors
as; on March 31, 2013, and taken on record by the Board of Directors
none of the directors is disqualified - as on March 31, 2013, from
being appointed as a director in terms of clause (g) of sub- section
(1) of section 274 of the Companies Act. 195c

f) Since the Central Government has not issued any nctificatron as to
the rate at which the cess is to be paid under section 441A of the
Compa-ies Act, 1956 nor has it issued any Rules under the said section,
prescribing :he manne'' in which such cess is to be paid, no cess is due
and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date
to the members of Munoth Capital Market Limited, on the accounts of the
company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according
to .the information and explanation given to us during the course of
our audit, we report that:

1. (a) The company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.

(b) As explained to us, fixed assets have been physically verified by
the management at reasonable intervals; no material discrepancies were
noticed on such verification.

(c) In our opinion arid according to the information and explanations
given to us, no fixed asset has been disposed during the year and
therefore does not affect the going concern assumption.

2. (a) As explained to us, the inventories of shares & securities have
been kept in dematerialized form and the same has been physically
verified by the management at reasonable intervals during the year. -

(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business. # - .

(c) In our opiniomand on the basis of our examination of the records,
the Company is generally maintaining proper records of its inventories.
No material discrepancy was noticed on physical verification of
stocks.by the management as compared to book records. " ''

3. (a) According to the information and explanations given to us and
on the basis of our examination of the books of account, ''the Company
has granted interest free unsecured loan to a wholly owned subsidiary
covered in the register maintained under Section 301 of the Companies
Act, 1956. The maximum amount outstanding during the year was Rs.
311.05 Lac and the year end balance of such loan was Rs.31105Lac.

(b) In our opinion, the other terms and conditions of the above
.interest free-loan
granted are not prima facie prejudicial to the interest of the Company.

(c) The aforesaid interest free loans are repayable on demand.
According to information and explanations given to us, loans granted to
the Companies listed in the register maintained u/s 301 of the Act,
were regular in repaying the principal amounts as stipulated.

(d) According to information and explanations given to us, in respect
to s%jch interest free loans given by the company, the same are
repayable on demand and no stipulations have been made regarding
repayment of principal amount.

(e) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has*
not taken loans from companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956. Thus
sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the purchase of inventories, fixed assets, shares &
securities and other assets, and for the sale of shares & securities
and services and payment for expenses. During the course of our audit,
no major instance of continuing failure to correct any weaknesses in
the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, the
particulars of contracts or arrangements referred to in section 301 of
the Act have been entered in the register required to be maintained
under that section.

b) As per information- & explanations given to us and in our opinion,
the transaction entered into by the company with parties covered u/s
301 of the Act does not exceeds - five lacs rupees in a financial year
therefore requirement of reasonableness of transactions does not
arises.

6. The Company has not accepted any deposits from the public covered
under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the''
Company has an internal audit system commensurate with its size and the
nature of its business.

8. As per information & explanation given by the management,
maintenance of cost wW^
ecords has not been prescribed by the Central
Government under clause (d) of sub- traction (1) of section 209 of the
Act.

9. (a) According to the records of the company, undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees" State * Insurance, Income-tax, Sales-tax, Wealth Tax,
Service Tax, Custom Duty, Excise Duty, cess to the extent applicable
and any other statutory dues have generally been regularly deposited
with the appropriate authorities. According to the information and
explanations given to us there wye no outstanding statutory dues as on
31st of March, 2013 for a period of more than six months from the date
they became payable.

(b) According to the information and explanations given to us, there is
no amounts payable in respect of income tax, wealth tax, service tax,
sales tax. customs duty and excise duty which have not beeh deposited
on account of any disputes.

10. The Company has no accumulated losses as at 31st March 2013 However
the company has incurred cash loss in the financial year on that date
and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders.

12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit
fund/society. Therefore, the provision of this clause Â»f the Companies
(Auditor''s Report) Order, 2003 (as amended) is not applicable to the
Company. '' "

14. The company has maintained proper records of transactions and
contracts in respect of investments in shares, debentures and other
securities and those timely entries have been made therein. The shares,
debentures and other''securities have been held by the company jn its
own name except to the extent of the exemption granted under section 49
(4) of the Companies Act, 1956.

15. According to the information and explanations given to us, the
Company has not given ar.y guarantees for loan taken by others from a
bank or financial institution.

16. Based on our audit procedures and on the information given by the
management, we report that the company has not raised any term loans
during the year.

17. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 31st
March, 2013, we report that no funds raised on short-term basis have
been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
h3S not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under
audit.

- 20. The Company has not raised any money by public issue during the
year.

21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor we have been informed
of such case by the management.
For VIJAY R TATER & CO.

Chartered Accountants

Suresh G Kothari

(Partner)

Membership No. : 47625

Place: Mumbai

Date: 30/05/2013

Mar 31, 2010

1) We have audited the attached Balance Sheet of M/S. MUNOTH CAPITAL
MARKET LTD. as at 31st March, 2010 and also the Profit & Loss Account
and the Cash Row Statement for the year ended on that date annexed
thereto These financial statements are the responsibility of the
Company's management Our responsibility is to express an opinion on
these financial statements based on our audit.

2) We conducted our audit in accordance with auditing standards
generally accepted in India Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion

3) As required by the companies (Auditor's Report) Order, 2003
issued Ly the Company Law Board in terms of Section 227 (M) of the
Companies Act, 1956 and In terms of the information and explanations
given to us and also on the basis of such checks, as we considered
appropriate set out in the Annexure, a statement on the matters
specified in paragraph 4 & 5 of the said order

4) Further to our comments In Annexure referred to in paragraph 3 above
we report that -

a) We have obtained all the information and explanation, which to the
best of our knowledge and belief were necessary for the purpose of our
audit

b) In our opinion proper books of account as required by law have beer
kept by the Company so far as it appears from our examination of the
books

c) The Balance Sheet and Profit & Loss account dealt with by this
report are in agreement with the books of accounts

d) In our opinion, the Balance sheet and Profit & Loss account have
been prepared, in all material respects in compliance with the
Accounting Standards referred to in Section 211(3C) of the Companies
Act, 1956

e) On the basis of the written representations received from the
Directors as on 31st March, 2010, and taken on the record by the Board
of Directors, we report that none of the Directors is disqualified as
on 31st March.2010 from being appointed as a Director in terms of
clause (g) of the sub-section (1) of section 274 of the Companies Act,
1956

f) In our opinion and to the best of our information and according to
the explanation given to us, the said accounts read with the
Significant Accounting policies and other notes generally give the
Information required by the Companies Act, 1956, in the manner so
required and also give a true and fair view; -

(i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March 2010

(ii) in the case of the Profit and Loss account, of the Loss for the
year ended on that date, and

(iii) in the case of the Cash Flow Statement. of the cash flows for the
year ended on the date

(i) a) The Company has maintained proper records to show full
particulars including quantitative details and situation of fixed
assets

b) As explained to us, during the year the fixed assets have been
physically verified by the management at reasonable intervals and no
material discrepancies have been noticed on such verification

c) No substantial part of fixed assets of the company has been disposed
of during the year

(ii) According to information and explanations given to us, during the
year, the company does not have any inventory Therefore the question of
physical verification, adequacy of procedures of physical verification
and maintenance of proper records of inventories does not arise

(iii).

(a) According to the information and explanation given lo us, during
the year the company has neither granted nor taken any loans, secured
or unsecured, to / from companies. Firms or other parties covered In
the register maintained under section 301 of the Companies Act. 1956.

b) in our opinion, the other terms and conditions of the above interest
free loan granted are not prima facie prejudicial to the interest of the
Company

c) The aforesaid interest free loans are repayable on demand According
to information and explanations given to us, loans granted to the
Companies listed in the register maintained ii/s 301 of the Act, were
regular in repaying the principal amounts as stipulated

d) According to information and explanations given to us, in respect to
such interest free loans given by the company, the same are repayable
on demand and no stipulations have been made regarding repayment of
principal amount

e) According to information and explanations given to us the Company
has not taken any unsecured loan from companies and or parties covered
in the register maintained under section 301 or the Companies Act, 1956

f) In our opinion, the other terms and conditions of the above referred
interest free loan taken by the company is not prima facie prejudicial
to the interest of the Company

g) According to Information and explanations given to us. in respect to
such interest free loans taken by the company, the same are repayable
on demand and no stipulations have been made regarding repayment of
principal amount.

(iv) In our opinion and according to the information and explanations
given to us, it appears that there are adequate internal control
systems commensurate with the size of the Company and the nature of its
business with regard to purchase of inventories, fixed assets, shares &
securities and other assets, and for the sale of shares & securities
and services We have not observed any major weaknesses in the Internal
control system during the course of the audit.

(v) a) According to the information and explanations given to us. the
particulars of contracts or arrangements referred to in section 301 of
the Act. have been entered in the register required to be maintained
under that section

b) In our opinion, and according to the information and explanations
given to us. where transactions made with different parties, the
transactions made in pursuance of contracts or arrangements entered in
the register maintained under Section 301 of the Companies Act, 1956
and exceeding the value of Rs. 5 lacs In respect of any party during
the year have been made at prices which are reasonable having regard to
prevailing market prices at the relevant time

(vi) In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposit from public
during the year, within the meaning of Section 58A and 58AA and other
relevant provisions of the Companies Act, 1056 and rules framed there
under

(vii) The company does not have a formal Internal audit system,
However, effective internal controls are being exercised by the
management, which is broadly commensurate with the size of the company
and nature of its business

(viii) According to the information and explanations given to us. the
maintenance of Cost records has not been prescribed by the Central
Government under Section 209 (1) (d) of the Companies Act, 1956

(ix) a) According to the records of the Company and information and
explanations given to us, the Company has been regular in depositing
undisputed statutory dues including Provident Fund, Employees State
Insurance, Income tax. Sales-Tax, Wealth Tax, Custom Duty, Investor
Education and Protection Fund. Excise Duty, Cess, service tax or any
other statutory dues with the appropriate authorities and there were no
arrears under the above heads which were due for more than six months
from the date they became payable as at the close of the year

b) According to the information and explanations given to us and
records of the company examined by us. no disputed amount is payable
for. Income tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty.
Excise Duty, Cess.

(x) The Company does not have any accumulated losses as at the end of
the financial year but has Incurred cash losses in the current
financial year However the company has not incurred cash losses in the
immediately preceding year

(xi) Based on our examination of record and information and
explanations given to us the company has not taken loan from the
financial institution, banks or debenture holders during the year

(xii) Based on our examination of record and information and
explanations given to us the Company has not granted any loans or
advances on the basis of security by way of pledge of shares,
debentures or other securities

(xiii) The provisions of any Special Statute applicable to Chit Fund.
Nidhi or Mutual Benefit Fund/ Societies ate no applicable to the
company.

(xiv) The company has maintained proper records of transactions and
contracts in respect of investments in shares, debentures and other
securities and those timely entries have been made therein The shares,
debentures and other securities have been held by the company in its
own name except to the extent of the exemption granted under section 49
(4) of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the
company has not given any guarantee for loans taken by others from
banks and financial institutions.

(xvi) In our opinion and according to the information and explanation
given to us, the company has not availed of any term loans during the
year and hence. The provision of clause (xvii) In our opinion and according to the information and explanation
given to us. and on an overall examination of the balance sheet and
cash flow of the company, funds raised on short term basis have, prima
facie, not been used for long term investment

(xviii) According to the information and explanations given to us
during the year, the company has not made any preferential allotment of
shares to parties and companies covered in the register maintained
under Section 301 of the Companies Act. 1956

(xix) According to the information and explanations given to us during
the year the company has not issued any debentures and hence no
securities are required to be created in respect thereof

(xx) The Company has not raised any money by way of public issues
during the period cowered under the audit report

(xxi) During the course of our examination of books of account, carried
out in accordance with generally accepted auditing practices in India,
and according to the explanations given to us. we have neither come
across any incidence of any material fraud on or by the Company,
noticed or reported during the year, nor have been informed of any such
case by the management